Guard Therapeutics International AB (publ) ("Guard Therapeutics" or the "Company") has today received conditional approval from Nasdaq Stockholm ("Nasdaq") for the continued listing of the Company's shares on Nasdaq First North Growth Market. The application for continued listing was submitted on 11 June 2026 as part of the implementation of the previously announced planned reverse takeover of Disruptive Pharma Holding AB (publ). The Company is also today publishing a company description.
Background
On 10 June 2026, Guard Therapeutics entered into a conditional agreement to acquire shares in Disruptive Pharma Holding AB (publ) ("Disruptive Pharma") (the "Transaction"). Completion of the Transaction is, among other things, conditional upon the Company obtaining approval for continued listing on Nasdaq First North Growth Market.
The acquisition is intended to be effected through an issue in kind, whereby the Company will issue new shares (the "Consideration Shares") to the sellers in exchange for non-cash consideration consisting of shares in Disruptive Pharma. Assuming that the Transaction comprises all shares in Disruptive Pharma, the sellers will, following completion of the Transaction, hold approximately 55 percent of the shares in the Company, while Guard Therapeutics existing shareholders will hold approximately 45 percent.
Following completion of the Transaction, Disruptive Pharma will become a subsidiary of Guard Therapeutics. In connection therewith, Guard Therapeutics intends to change its corporate name to Disruptive Pharma AB ("New Disruptive Pharma"), and Disruptive Pharma's business will constitute the Company's principal business. Consequently, the Transaction constitutes a so-called reverse takeover.
In light of the fundamental change in the Company's business that the Transaction entails, Guard Therapeutics submitted an application to Nasdaq Stockholm on 11 June 2026 for approval of the continued listing of the Company's shares in connection with the new business.
Conditional Approval for Continued Listing on Nasdaq First North Growth Market
Guard Therapeutics has today received conditional approval from Nasdaq for the continued listing of the Company's shares on Nasdaq First North Growth Market. The approval is subject to customary conditions, including that the Company publishes a company description that is substantially unchanged from the version submitted to Nasdaq in connection with the review process, completes the Transaction, continues to satisfy the shareholder distribution requirement in accordance with the Nasdaq First North Growth Market Rulebook (the "Rulebook"), and updates its website in accordance with the Rulebook.
Company Description
The Company is today publishing the company description that formed the basis for Nasdaq's decision to approve the continued listing of the Company's shares. The company description is available in Swedish only on the Company's website: Omvänt förvärv 2026 - Guard Therapeutics.
For further information regarding the Transaction, please refer to the Company Description and the Company's press releases dated 10 June 2026 concerning the conditional agreement relating to the reverse takeover of Disruptive Pharma and the notice convening the extraordinary general meeting.